Shares for Debt
The Company has entered into a shares-for-debt agreement with TerraLogic Exploration Inc. (“TerraLogic”) (the “Agreement”) to satisfy the remaining amount owing under a geological consultant services agreement between Aben and TerraLogic dated March 19, 2012 (the “Consultant Agreement”). Aben will pay CAD$50,000 in cash and issue 6,728,000 common shares in the capital of the Company, as constituted prior to the share consolidation referred to hereafter, to TerraLogic at a deemed price of $0.05 per share to satisfy the debt of CAD$386,400 owing under the Consultant Agreement. The Agreement is subject to approval from the TSX Venture Exchange (the “Exchange”) and the common shares will be subject to a four (4) month hold period upon issuance.
The Company has convened an Annual and Special General Meeting to be held February 20, 2014 (the “Shareholders’ Meeting”). At the Shareholders’ Meeting, the shareholders will be asked to approve a consolidation of the Company’s share capital on the basis of one post-consolidation share for each 10 pre-consolidation shares. The issued capital of the Company is currently 125,631,846 common shares, which will become 12,563,185 common shares, before adjustments for fractions and subject to the issuance of additional shares in the intervening period, after the consolidation. The purpose of the consolidation is to make the Company’s securities more attractive to potential investors, and others who may have an interest in receiving shares in other transactions, by increasing the market price for the Company’s post-consolidation shares above the minimum issue price thresholds established by the Exchange.
The proposed consolidation is subject to the approval of the Company’s shareholders and the Exchange.
Amendment to Articles
The Exchange has recently amended its policy to provide that share consolidations may be effected by a resolution of a company’s directors, without shareholder approval, for consolidations with a consolidation ratio of up to 10:1. The Company’s articles currently require shareholder approval of all consolidations, regardless of the consolidation ratio. The Exchange’s policy amendment enables a listed company to act quickly, efficiently and with minimal expense to consolidate its share capital in circumstances where capital is needed, but Exchange policy prevents the company from conducting a private placement at the current market price for its shares. The Company’s management believes it to be in the best interests of the Company that the Company be able to avail itself of this policy amendment. Accordingly, it is proposed that the articles of the Company be amended to permit share consolidations to be effected by a resolution of the directors only. A resolution to this effect will be placed before the shareholders at the Shareholders’ Meeting.
The amendment to the Company’s articles is subject to the approval of the shareholders and the TSX Venture Exchange.
About Aben Resources:
Aben Resources Ltd. is a Canadian gold, silver and uranium exploration company developing properties in the Yukon, NWT, and Saskatchewan’s Athabasca Basin.
For further information on Aben Resources Ltd.(TSX-V: ABN), visit our Company’s web site at www.abenresources.com.
ON BEHALF OF THE BOARD OF DIRECTORS
JAMES G. PETTIT
For further information contact myself or:
Aben Resources Ltd.
Toll Free: 800-567-8181
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This release includes certain statements that may be deemed to be “forward-looking statements”. All statements in this release, other than statements of historical facts, that address events or developments that management of the Company expects, are forward-looking statements. Although management believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance, and actual results or developments may differ materially from those in the forward-looking statements. The Company undertakes no obligation to update these forward-looking statements if management’s beliefs, estimates or opinions, or other factors, should change. Factors that could cause actual results to differ materially from those in forward-looking statements, include market prices, exploration and development successes, continued availability of capital and financing, and general economic, market or business conditions. Please see the public filings of the Company at www.sedar.com for further information.